QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March
31, 2013

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53846

VUZIX CORPORATION

(Exact name of registrant as specified
in its charter)

Delaware

04-3392453

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

2166 Brighton Henrietta Townline Rd

Rochester, New York

14623

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,
including area code: (585) 359-5900

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to filing requirements for the past 90 days. Yes þ No
¨

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes þ
No ¨

Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant
is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of May 15, 2013, there were 3,536,856
shares of the registrant’s common stock outstanding.

Vuzix Corporation

INDEX

Page
No.

Part I – Financial Information

Item 1.

Condensed Consolidated Financial Statements (Unaudited):

3

Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012

3

Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012

4

Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2013 and 2012

5

Notes to the Unaudited Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The
accompanying notes are an integral part of these condensed consolidated financial statements.

3

VUZIX
CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For Three Months Ended March 31,

2013

2012

Sales of Products

$

608,661

$

913,941

Sales of Engineering Services

130,523

196,100

Total Sales

739,184

1,110,041

Cost of Sales — Products

282,013

676,453

Cost of Sales — Engineering Services

55,374

74,505

Total Cost of Sales

337,387

750,958

Gross Profit

401,797

359,083

Operating Expenses:

Research and Development

317,695

247,338

Selling and Marketing

274,743

354,706

General and Administrative

416,686

562,591

Depreciation and Amortization

98,348

135,827

Impairment of Patents and Trademarks

—

9,268

Total Operating Expenses

1,107,472

1,309,730

(Loss) from Continuing Operations

(705,675

)

(950,647

)

Other Income (Expense)

Interest and Other (Expense) Income

—

48

Foreign Exchange Gain (Loss)

(13,070

)

(4,942

)

Loss on Derivative Valuation

(14,287

)

—

Amortization of Senior Term Debt Discount

(9,728

)

—

Interest Expense

(179,842

)

(95,049

)

Total Other Income (Expense)

(216,927

)

(99,943

)

(Loss) from Continuing Operations Before Provision for Income Taxes

(922,602

)

(1,050,590

)

Provision (Benefit) for Income Taxes (Note 18)

13,696

17,002

(Loss) from Continuing Operations

(936,298

)

(1,067,592

)

Income (Loss) from Discontinued Operations (Note 3)

—

223,109

Net Income (Loss)

$

(936,298

)

$

(844,483

)

Earnings (Loss) per Share from Continuing Operations
(Note 3)

Basic and Diluted

$

(0.26

)

$

(0.30

)

Earnings (Loss) per Share

Basic and Diluted

$

(0.26

)

$

(0.24

)

Weighted-average Shares Outstanding Basic and Diluted

3,536,865

3,536,865

The accompanying notes
are an integral part of these condensed consolidated financial statements.

4

VUZIX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended

March 31,

2013

2012

Cash Flows from Operating Activities

Net Income (Loss)

$

(936,298

)

$

(844,483

)

Non-Cash Adjustments

Depreciation and Amortization

98,348

135,827

Impairment of Patents and Trademarks

—

9,268

Stock-Based Compensation Expense

19,347

57,397

Amortization of Term Debt Discount

9,728

69,301

Amortization of Debt Issuance Costs

1,244

—

Loss on Derivative Valuation

14,287

—

(Increase) Decrease in Operating Assets

Accounts Receivable

(53,520

)

307,491

Inventories

38,240

686,610

Deferred Offering Costs

(43,069

)

—

Prepaid Expenses and Other Assets

20,757

(9,047

)

Increase (Decrease) in Operating Liabilities

Accounts Payable

304,913

(41,095

)

Accrued Expenses

8,318

(64,207

)

Customer Deposits

(3,678

)

(363,558

)

Income Taxes Payable

2,942

(300

)

Accrued Compensation

129,422

93,269

Accrued Interest

130,016

257,746

Net Cash Flows (Used in) Provided by From Operating Activities

(259,003

)

294,219

Cash Flows from Investing Activities

Purchases of Tooling and Equipment

(9,051

)

(37,036

)

Investments in Patents and Trademarks

(18,121

)

(7,995

)

Net Cash (Used in ) Provided by From in Investing Activities

(27,172

)

(45,031

)

Cash Flows from Financing Activities

Net Change in Lines of Credit

—

(230,000

)

Repayment of Capital Leases

(18,371

)

(21,277

)

Repayment of Long-Term Debt and Notes Payable

(119,447

)

(4,035

)

Proceeds from Senior Convertible Debt

800,000

—

Issuance Costs on Senior Convertible Debt

(160,439

)

—

Proceeds from Notes Payable

250,304

—

Net Cash Flows (Used in) Provided by Financing Activities

752,047

(255,312

)

Net Increase (Decrease) in Cash and Cash Equivalents

465,872

(6,124

)

Cash and Cash Equivalents — Beginning of Period

66,554

417,976

Cash and Cash Equivalents — End of Period

$

532,426

$

411,852

Supplemental Disclosures

Interest Paid

49,826

106,749

Income Taxes Paid

10,754

15,802

Discount on senior convertible debenture attributed to warrants

621,012

—

Warrants granted for senior convertible debenture issuance costs

66,603

—

The
accompanying notes are an integral part of these condensed consolidated financial statements.

5

VUZIX CORPORATION AND SUBSIDIARIES

NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 —
Basis of Presentation

The accompanying unaudited Condensed
Consolidated Financial Statements of Vuzix Corporation and Subsidiaries (“the Company") have been prepared in accordance
with generally accepted accounting principles in the United States of America for interim financial information (“GAAP”)
and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly,
the unaudited Condensed Consolidated Financial Statements do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2012 was derived from the
audited Consolidated Financial Statements in Form 10-K.

The accompanying Consolidated
Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of the Company as of December
31, 2012, as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The results of the Company’s
operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other
interim period or for a full fiscal year.

The results of the Company’s
Tactical Display Group business have been classified and presented as discontinued operations in the accompanying unaudited Consolidated
Statement of Operations (Note 3). Prior period results have been adjusted to conform to this presentation. No other adjustments
have been made to the unaudited Consolidated Financial Statements and following notes.

All per share amounts, outstanding
shares, warrants, options and shares issuable pursuant to convertible securities for all periods reflect the Company’s 1-for-75
reverse stock split, which was effective February 6, 2013.

Note 2 —
Liquidity and Going Concern Issues

The Company’s
independent registered public accounting firm’s reports issued on the consolidated financial statements for the year ended
December 31, 2012 and 2011 included an explanatory paragraph describing the existence of conditions that raise substantial doubt
about the Company’s ability to continue as a going concern, including continued operating losses and the potential inability
to pay currently due debts. The Company has incurred a net loss from continuing operations consistently over the last 2 years.
The net loss for the first quarter of 2013 was $936,298. The Company has incurred annual net losses from its continuing operations
of $4,747,387 in 2012 and $5,332,866 in 2011, and has an accumulated deficit of $27,082,603 as of March 31, 2013. The Company’s
ongoing losses have had a significant negative impact on the Company’s financial position and liquidity.

With
the sale of assets relating to the Company’s Tactical Display Group business (the “TDG Assets”) on June 15, 2012
and subsequent debt repayments, the Company was for a period no longer in default under the various covenants then contained in
its agreements with its Convertible, Senior Secured Term loan lender and with its bank which provided Lines of Credit under a secured
revolving loan agreement. This asset sale, debt repayments and other debt deferrals improved the working capital position of the
Company. However due to its continued operating losses and the transition of its business away from its former military related
product sales, it expects to see a further increase in its working capital deficiency until new technology and commercial products,
as well as new waveguide defense related products are developed.

The Company
has not been in compliance with its minimum cash covenant as contained in its agreements with its Convertible, Senior Secured
Term loan lender. Additionally the Company has not been making its required monthly principal and interest payments and was behind
$309,562 and $26,862, respectively as of March 31, 2013. The Company is attempting to negotiate a waiver and a rescheduling of
its required principal payments, but to date the senior lender has not issued such waivers or entered into a forbearance agreement,
under which they would agree to forbear from enforcing their remedies against the Company. As such the lender is currently able
to exercise its remedies under the loan agreement, including acceleration of the amounts due them and foreclosure and sale of
the collateral held by them, which comprises substantially all of the Company’s assets.

6

The Company’s
cash requirements are primarily for funding operating losses, working capital, research, principal and interest payments on debt
obligations, and capital expenditures. Historically, the Company has met these cash needs by borrowings under notes, sales of convertible
debt, the sales of equity securities and the sale of assets. There can be no assurance that the Company will be able to borrow
or sell securities in the future, which raises substantial doubt about the ability of the Company to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets
carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as
a going concern.

As part
of the Company’s search for additional capital, on March 21, 2013, the Company issued a secured convertible debenture in
the amount of $800,000. The debenture bears interest at a rate of 16% per year, payable quarterly in cash or shares of common stock
at our option. Commencing on February 1, 2014, we will be required to redeem a certain amount under the debenture on a periodic
basis in an amount equal to $200,000 on each of February 1, 2014, May 1, 2014 and August 1, 2014 and $50,000 on each of August
1, 2015, August 1, 2016, August 1, 2017 and March 21, 2018, until the debenture’s maturity date of March 21, 2018.

Management
of the Company is currently pursuing a financing to raise the additional capital needed to continue planned operations. In the
event that the Company is unable to complete a sufficient public offering in a timely manner, the Company would need to pursue
other financing alternatives during 2013, which could include a private financing, bridge financing or collaboration agreements.
The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into additional
collaborative arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.
Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product
candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research
and development programs or future commercialization efforts, which could adversely affect its business prospects.

Note 3 — Discontinued Operations

In an effort to improve working capital, cure debt
defaults and pay down debts, on June 15, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”)
between the Company and TDG Acquisition Company, LLC, a Delaware limited liability company (“TDG”). Pursuant to the
Agreement, the Company sold and licensed those of its assets (including equipment, tooling, certain patents and trademarks) (the
“TDG Assets”) that comprised its tactical defense group, which engaged in the business of selling and licensing products
and providing services, directly and indirectly, to military, defense and security organizations (the “Business”).
The sale of the TDG Assets included sale of the Company’s proprietary Tac-Eye displays and its night vision electronics and
optics module products. The Company received a worldwide, royalty free, assignable grant-back license to all the patents and other
intellectual property sold to TDG, for use in the manufacture and sale of products other than in the military, defense and security
markets. The Company retained the right to sell goods and services to other end user consumers, and to TDG and TDG and the Company
jointly received the right to sell goods and services into all markets other than the military, defense and security markets and
the consumer market. Under the Agreement, TDG is allowed to sell its goods and services in all markets other than the consumer
market or to end users. Also pursuant to the Agreement, the Company and TDG entered into a Vuzix Authorized Reseller Agreement,
pursuant to which TDG is authorized as the exclusive reseller of the Company’s current and future products to military, defense
and security organizations, unless TDG elects to have the Company make such sales directly.

The purchase price paid to the Company by TDG consists
of two components: $8,345,793 net of adjustments, which was paid at closing, and up to an additional $2.5 million, which will be
received only if TDG achieves certain quarterly and annual revenue targets from sales of goods and services to military, defense
and security organizations. The purchase price was determined by arm’s length negotiations between the parties. We recorded
a gain of $5,837,607 from the asset sale.

In accordance with ASC 205-20, the sale of the TDG
Assets has been accounted for as discontinued operation. Accordingly, the operating results of the TDG Assets for the three months
ended March 31, 2013 and 2012 have been reclassified as discontinued operations on the unaudited Consolidated Statement of Operations.
Below is a summary of these results:

7

For Three Months

Ended March 31,

2013

2012

(Unaudited)

(Unaudited)

Sales of Products

$

—

$

1,387,337

Sales of Engineering Services

—

354,014

Total Sales

—

1,741,351

Total Cost of Sales

—

986,869

Gross Profit

—

754,482

Operating Expenses:

Research and Development

—

163,921

Selling and Marketing

—

98,006

General and Administrative

—

—

Depreciation and Amortization

—

—

Interest Expense on Senior Debt*

—

206,470

Amortization Senior Debt Discount*

—

62,976

Income from Discontinued Operations

—

223,109

Gain (Loss) on Disposal of Discontinued Operations

—

—

Provision (Benefit) for Income Taxes

—

—

Net Income from Discontinued Operations

—

223,109

Basic Income per Share

$

—

$

0.063

Diluted Income per Share

$

—

$

0.063

Weighted-average Shares Outstanding

Basic and Diluted

3,536,865

3,536,865

* Amounts reported represent the interest
expense and the amortization of the discount on the Senior Term debt that was required to be repaid from the proceeds of the TDG
Asset sale.

Note 4 – Earnings
(Loss) Per Share

Basic
earnings (loss) per share is computed by dividing net income or loss by the weighted average number of common shares outstanding
for the period. Diluted Earnings per share reflects the potential dilution from the assumed exercise of stock options and warrants
and the conversion of debt. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation
because they are antidilutive. Had the Company reported net income for the three months ended March 31, 2013, a total of 1,329,333
shares would have been excluded from these diluted calculations as they would be anti-dilutive.

Note 5 —
Inventories, Net

Inventories
are stated at the lower of cost (determined on the first-in, first-out or specific identification method) or market and consisted
of the following as at March 31, 2013 and December 31, 2012:

March 31, 2013

December 31, 2012

Purchased Parts and Components

$

934,828

$

945,550

Work in Process

46,260

46,259

Finished Goods

231,593

259,112

Less: Reserve for Obsolescence

(563,740

)

(563,740

)

Net

$

648,941

$

687,181

Note 6 —
Deferred Offering Costs

Deferred
offering costs consist principally of legal, accounting and underwriters’ fees incurred through to March 31, 2013 that are
related to a proposed offering and that will be charged to capital upon the completion of the proposed offering or charged to expense
if the proposed offering is not completed.

8

Professional and Agents’ fees Paid

Professional and Agents’ fees Accrued

Total

December 31, 2012

$

57,500

$

142,071

$

199,571

Additions

22,590

20,479

43,069

March 31, 2013

$

80,090

$

162,550

$

242,640

Note 7
– Bank Lines of Credit

The Company has available a $112,500
line of credit with interest payable at the bank’s prime rate plus 1%. The line is unsecured and personally guaranteed by
an officer of the Company. The outstanding balance on the line of credit amounted to $112,500 as of March 31, 2013 and December
31, 2012.

Note 8 –
Notes Payable

Notes payable
represent promissory notes payable by the Company.

March 31, 2013

December 31,
2012

Note payable to officers and shareholders of the Company. Principal along with accrued interest is due and payable on March 31, 2013. The notes bear interest at 18.5% and secured by all the assets of the Company.

$

316,042

$

165,738

Note payable secured by all the assets of Company and the guarantee of its President and CEO. The effective interest rate is 31%. The note is to be repaid in 12 blended monthly payments of $5,645.

35,361

46,737

Note payable to an officer of the Company due on December 31, 2013. The note bears interest at 7.49% and monthly principal payments of $2,691 plus accrued interest are required. The note is secured by all the assets of the Company.

37,663

45,734

$

389,066

$

258,209

Note 9 —
Customer Deposits

Customer
deposits represent advance payments made by customers when they place orders for products. These deposits range from 20 to 100%
of the total order amount. These deposits are credited to the customer against product deliveries or at the completion of their
order.

Note 10 —
Accrued Expenses

Accrued
expenses consisted of the following:

March 31, 2013

December 31, 2012

Accrued Wages and Related Costs

$

29,501

$

31,197

Accrued Compensation

260,745

181,322

Accrued Professional Services

113,077

181,227

Accrued Warranty Obligations

65,253

93,788

Accrued Product Costs

97,900

—

Other Accrued Expenses

40,938

32,138

Total

$

607,414

$

519,672

9

The
Company has warranty obligations in connection with the sale of certain of its products. The warranty period for its products is
generally one year except in certain European countries where it is two years. The costs incurred to provide for these warranty
obligations are estimated and recorded as an accrued liability at the time of sale. The Company estimates its future warranty costs
based on product-based historical performance rates and related costs to repair. The changes in the Company’s accrued warranty
obligations for the three months ended March 31, 2013 were as follows:

2013

Accrued Warranty Obligations at December 31, 2012

$

93,788

Reductions for Settling Warranties

(41,042

)

Warranties Issued During Period

12,507

Accrued Warranty Obligations at March 31, 2013

$

65,253

Note 11 –
Derivative Valuation

The
Company recognized a derivative liability for the warrants to purchase 186,480 shares of its common stock issued in
connection with the $800,000 convertible senior secured debenture issued on March 21, 2013. It was valued on the respective
transaction dates of March 21, 2013 for issuance of the debentures and the period ended March 31, 2013 using a Black-Scholes
pricing model. These warrants have a cashless exercise provision effective six months after the issuance date and downside
price adjustments for new non-exempt securities issuances within the first six months. In accordance with ASC 815-10-25, we
measured the subsequent derivative valuation using a Black-Scholes pricing model on March 31, 2013 and recorded the
additional derivative liability relating to the warrants as of that date. See Note 15: Warrants for additional information on
the warrants issued. At the end of each quarterly reporting date the values are evaluated and adjusted to current market
value. The amount recorded for the derivatives liability as of March 21, 2013 was $621,012 and it was revalued to $635,299 as
of March 31, 2013, resulting in a $14,287 loss on the derivative’s valuation for the quarter.

The Company
concluded that the Put embedded in the convertible debenture in the event of the Company’s default under the Debenture had
such minimal value that it did not record an additional and separate liability for this contingency.

Fair market values of the Company's derivatives as
of March 31, 2013 were based on the Black Scholes valuation using the following assumptions:

Warrants

Risk-free interest rate

0.73

%

Expected life in years

5.0

Dividend yield

0

Expected volatility

110.28

%

Note 12 —
Accrued Compensation

Accrued
compensation represents amounts owed to officers of the Company for services rendered that remain outstanding. The principal is
not subject to a fixed repayment schedule, and interest on the outstanding balances is payable at 8% per annum, compounding monthly.
The unpaid principal amounts are shown as Long-Term Liabilities on the consolidated balance sheet. The respective interest amounts
are included in Accrued Interest, under the Long-Term Liabilities.

Accrued Compensation

Accrued Interest

Balance as at December 31, 2012

$

1,010,096

$

442,638

Additions 2013

50,000

29,315

Subtractions 2013

—

—

Balance as at March 31, 2013

$

1,060,096

$

471,953

10

On
March 27, 2013, the Company entered into a deferred compensation deferral and conversion option agreements with two of
its officers, which agreements are subject to the closing of the Company’s planned public stock offering by June 30,
2013, and which agreements are effective upon such closing. Pursuant to the deferred compensation and conversion agreements
the officers each agreed that the accrued compensation and accrued interest above, will be convertible into shares of the
Company’s common stock, at the officers’ option, at a conversion price equal to the offering price of the
Company’s proposed public stock offering. In addition, the Company agreed to pay any remaining unconverted amounts
beginning April 1, 2014 in equal monthly payments over a maximum of 12 months.

Note 13 —
Long-Term Debt

Long-term
debt consisted of the following:

March 31, 2013

December 31, 2012

Note payable to an officer of the Company. The principal is not subject to a fixed repayment schedule, bears interest at 8% per annum and is secured by all of the assets of the Company

$

209,208

$

209,208

Note payable to an officer of the Company. The principal and interest is subject to a fixed blended repayment schedule of 36 months, commencing July 15, 2013. The loan bears interest at 12% per annum and is secured by a subordinated position in all the assets of the Company.

225,719

225,719

Note payable for research and development equipment. The principal is subject to a fixed semi-annual repayment schedule commencing October 31, 2012 over 48 months. The note carries a 0% interest, but imputed interest has been accrued based on a 12% discount rate and is reflected as a reduction in the principal.

396,004

(90,678)

396,004

(97,003)

Convertible, Senior
Secured Term Debt. The principal is to be repaid over 15 months, with equal payments of principal beginning on October 15, 2013.
The loan bears interest at 13.5%, per annum, which is payable monthly on the 15th of each month. The loan is
secured by a first security position in all the Intellectual Property assets of the Company and a security interest in all of
the other assets of the Company that is subordinate only to the security interest that secures the Company’s working
capital loan.

619,122

619,122

Convertible, Senior Secured Term Debenture. The principal is to be repaid on a periodic basis in an amount equal to $200,000 on each of February 1, 2014, May 1, 2014 and August 1, 2014 and $50,000 on each of August 1, 2015, August 1, 2016, August 1, 2017 and March 21, 2018. The debenture bears interest at 16.0%, per annum, which is payable quarterly on February 1, May 1, August 1 and November 1, beginning on August 1, 2013. The loan is secured by a first security position in all the assets of the Company.

800,000

—

Discount related to Warrants issued pursuant to the
above Convertible, Senior Term Debenture that was recorded as a derivative liability, net of $3,403 in amortization.

(617,069

)

—

Long-term secured deferred trade payable for which the principal and interest is subject to a fixed blended repayment schedule of 24 and 36 months, commencing July 15, 2013. The deferred trade payable bears interest at 12% per annum and is secured by a subordinated position in all the assets of the Company.

1,320,643

1,320,643

Note payable for which the principal and interest is subject to a fixed blended repayment schedule of 36 months, commencing July 15, 2013. The loan bears interest at 12% per annum and is secured by a subordinated position in all the assets of the Company.

101,748

101,748

$

2,964,157

$

2,775,441

Less: Amount Due Within One Year

(1,283,355

)

(1,060,188

)

Amount Due After One Year

$

1,680,802

$

1,715,253

The
aggregate maturities for all long-term borrowings as of March 31, 2013 are as follows:

2013

2014

2015

2016

Thereafter

Total

$

1,283,355

$

971,740

$

440,785

$

59,069

$

209,208

$

2,964,157

11

In
connection with the sale of the TDG Assets, certain of the Company’s lenders entered into Loan Modification and Consent agreements
pursuant to which each consented to the sale, as required by the loan agreements between the Company and each such lender,and released its security interest in the TDG Assets sold. Pursuant to a Loan Modification and Consent
Agreement regarding the Company’s Convertible, Senior Secured Term Debt Loan, which was in default at the time of the sale,
the Company paid this Senior Lender $4,450,000 in reduction of the obligations of the Company to the Senior Lender. The obligation
of the Company to repay the remaining amount due to the Convertible Senior Secured Term Debt Lender, $619,122 was represented by
a new note in that amount. This new note carries an interest rate of 13.5%, to be paid monthly. The principal amount of the note
is to be repaid over 15 months, with equal principal payments commencing on October 15, 2012. The Company also agreed to use 40%
of any of the earn-out payments received under the TDG Asset Purchase Agreement to reduce the principal of this new note. The Convertible
Senior Secured Term Debt agreement contains certain covenants, including the maintenance of minimum cash, cash equivalents, and
undrawn availability under any bank working capital line in an aggregate amount of at least 40% of the sum of (i) the outstanding
principal amount of the loan and (ii) unpaid interest. The Company has not made any of its required principal payments and since
February 2013 stopped making monthly interest payments. It does not intend to make subsequent payments to the lender for at least
the next 3 months. As a result the Company is default under its loan agreement with the lender. The Company and the lender are
currently attempting to negotiate a waiver or enter into a forbearance agreement, under which the lender would agree to forbear
from enforcing its remedies against the Company. As such the lender is currently able to exercise its remedies under their loan
agreement, including acceleration of the amounts due and foreclosure and sale of the collateral held by it. Even if the Company
receives a waiver or enters into a forbearance agreement, it is uncertain whether the Company will be able to meet the conditions
contained in any such waiver or forbearance agreement. Accordingly the entire principal amount of Convertible, Senior Secured Term
Debt has been shown as current and due within one year.

Pursuant
to the various other Loan Modification and Consent agreements, the Company at the time secured from each secured term note payable
holders agreements to defer further payments on their respective Note Payable due from the Company until July 15, 2013 after which
the notes are to be repaid in 24 to 36 equal monthly installments. Additionally the Company has agreed to use 15% of any of the
earn-out payments received under the TDG Asset Purchase Agreement to reduce such Notes Payable.

Pursuant to its original
transaction with the holder of the Senior Secured Term Debt, the Company issued to that lender warrants to purchase up to
533,333 shares of common stock (the “Warrants”), at an exercise price of $7.47 per share, exercisable at any time
prior to December 23, 2014. The fair value of these Warrants, $1,010,379 was reflected as a discount against the loan amount,
but because of the loan’s restructuring and the early repayment of the principal resulting from the TDG Assets sale,
the unamortized discount of $636,678 was fully expensed in the second quarter of 2012. The maximum number of shares of common
stock that may be issued pursuant to: (i) the exercise of Warrants; and (ii) the conversion of principal and interest owing
under the Loan, may not exceed 620,396 Common Shares. The holder of these Warrants has agreed subject to the closing of the
Company’s proposed public stock offering, to exchange the Warrants into the greater of (a) 200,000
shares of the Company’s common stock, or (B) the Black Scholes value of the warrants (calculated using the Bloomberg OV
function) as of the date of the pricing of the Company’s proposed public stock offering based upon the per share
offering price of the common stock in the Company’s proposed public stock offering. Additional
information regarding the exchange agreement may be found in the Form 8-K filed by the Company on April 2, 2013.

On March 21, 2013, the
Company entered into a Securities Purchase Agreement with Hillair Capital Management L.P. (Hillair), pursuant to which, on
March 21, 2013, the Company issued to Hillair a $800,000 16% secured convertible debenture due March 21, 2018. The debenture
bears interest at a rate of 16% per year, payable quarterly in cash or shares of common stock at the Company’s
option. Commencing on February 1, 2014, the Company is required to redeem a certain amount under the debenture on a periodic
basis in an amount equal to $200,000 on each of February 1, 2014, May 1, 2014 and August 1, 2014 and $50,000 on each of
August 1, 2015, August 1, 2016, August 1, 2017 and March 21, 2018, until the debenture’s maturity date of March 21,
2018; which the Company may make in cash or common stock at our option subject to certain conditions. The debenture is
convertible into shares of its common stock at a conversion price of $4.29 per share, subject to certain conversion price
adjustments for the first six months. In connection with the debenture issuance, the Company also issued to Hillair five-year
warrants to purchase 186,480 shares of our common stock at an exercise price of $4.72 per share, which is subject to
exercise price adjustments. The warrants have been reflected as a derivative liability on the balance sheet and recorded as
a discount against the debenture. See Note 11 for further details. Additional information regarding the debenture may be
found in the Form 8-K filed by the Company on March 27, 2013.

Upon closing of the
debenture transaction, the Company retained Gentry Capital Advisors LLC (Gentry) as a financial advisor and agreed to pay
Gentry a fee of $50,000 over a period of 4 months commencing upon the closing. The Company also issued to Gentry five-year
warrants to purchase 20,000 shares of common stock at an exercise price of $4.72 per share, which warrant contained
terms substantially similar to the warrants issued to Hillair. The fair value of these warrants was calculated as $66,603 and
is reflected in the deferred debenture issuance costs below.

12

In connections with the issuance
of the debenture the company incurred issuance costs which totaled $227,174, inclusive of the financial advisor’s warrant
discussed above. These costs will be amortized on a straight-line basis over the five year life of the debenture. Accumulated amortization
to March 31, 2013 was $1,244.

On March 27, 2013, the
Company entered into several debt conversion agreements representing the $2,476,440 of the long-term debt reflected in table
above. Pursuant to the agreements, each lender agreed to convert its outstanding secured promissory note, together with
accrued interest thereon into shares of the Company’s common stock, subject to the closing of the Company’s
proposed public stock offering by June 30, 2013, at a conversion price equal to the public offering price. Additional
information regarding the debt conversion agreements may be found in the Form 8-K filed by the Company on April 2, 2013.

Note 14 —
Income Taxes

The
Company’s effective income tax rate is a combination of federal, state and foreign tax rates and differs from the U.S. statutory
rate due to taxes on foreign income, permanent differences including tax-exempt interest, and the resolution of tax uncertainties,
offset by a valuation allowance against U.S. deferred income tax assets.

At December
31, 2012, the Company had unrecognized tax benefits totaling $5,151,000, which would have a favorable impact on the Company’s
provision (benefit), if recognized.

In the
three months ended March 31, 2013 and 2012, the Company generated federal and state net operating income for income tax purposes
before the assumed offset against the Company’s net operating loss carry forwards. These federal and state net operating
loss carry forwards total approximately $21,537,000 at March 31, 2013 and begin to expire in 2018, if not utilized. Of the Company’s
tax credit carry forwards, $1,399,000 begin to expire in 2017, if not utilized.

Note 15 —
Stock Warrants

A summary
of the various changes in warrants during the three-month period ended March 31, 2013 is as follows.

Number of
Shares

Warrants Outstanding at December 31, 2012

656,641

Exercised During the Period

—

Issued During the Period

206,480

Expired During the Period

—

Warrants Outstanding, March 31, 2013

863,121

The
outstanding warrants as of March 31, 2013 expire from May 31, 2013 to March 21, 2018. The weighted average remaining term
of the warrants is 2.5 years. The weighted average exercise price is $6.84 per share. A total of 186,420 warrants to
purchase 186,420 shares of common stock exercisable at $4.72 issued during the first quarter are subject to downward exercise
price adjustments in the event the Company issues securities at a lower price during the first 6 months. A holder of warrants
to purchase common stock has agreed subject to the closing of the Company’s proposed public stock offering, to exchange
the Warrants into the greater of (a) 200,000 shares of the Company’s common stock, or (B) the Black Scholes value of
the warrants (calculated using the Bloomberg OV function) as of the date of the pricing of the Company’s proposed
public stock offering based upon the per share offering price of the common stock in the Company’s proposed public
stock offering. Additional information regarding the exchange agreement may be found in the Form 8-K filed by the Company on
April 2, 2013.

Note 16 —
Stock Option Plans

A summary
of stock option activity for the three months ended March 31, 2013 is as follows:

13

Weighted

Number of

Average

Exercise Price

Shares

Exercise Price

Range

Outstanding at December 31, 2012

192,729

$

10.68

$

1.70 – $ 17.50

Granted

—

$

—

$

—

Exercised

—

$

—

$

—

Expired or Forfeited

—

$

—

$

—

Outstanding at March 31, 2013

192,729

$

10.68

$

1.70 – $ 17.50

As of
March 31, 2013, there were 162,918 options that were fully vested and exercisable at a weighted average exercise price of $10.52
per share. The weighted average remaining contractual term on the vested options is 5.4 years.

As of
March 31, 2013 there were 29,811 unvested options exercisable at a weighted average exercise price of $10.55 per share. The weighted
average remaining contractual term on the unvested options is 7.5 years.

No cash
was received from option exercises for the three months ended March 31, 2013 and 2012.

The
table below summarizes the impact of outstanding stock options on the results of operations for the three and three months ended
March 31, 2013 and 2012:

Three Months Ended

March 31,
2013

March 31,
2012

Stock-based compensation expense:

Stock Options

$

19,347

$

57,397

Income tax benefit

—

—

Net Increase in Net Loss

$

19,347

$

57,397

Per share increase in Loss Per Share:

Basic and Diluted

$

0.0055

$

0.0162

The
weighted average fair value of option grants was calculated using the Black-Scholes-Merton option pricing method. At March 31,
2013, the Company had approximately $147,257 of unrecognized stock compensation expense, which will be recognized over a weighted
average period of approximately 1.4 years.

Note 17 —
Litigation

We are not currently involved in any pending
legal proceeding or litigation.

Note 18 — Contractual Obligations

The Company leases office and
manufacturing space under operating leases that expire on September 30, 2013. The Company’s total contractual payment obligations
for operating leases as of March 31, 2013 total $30,444 and are due in calendar year 2013.

Note 19 — Recent Accounting Pronouncements

There are no recent accounting
pronouncements that are expected to have a material impact on the condensed consolidated financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion
and analysis of financial condition and results of operations in conjunction with the financial statements and related notes appearing
elsewhere in this interim report. In addition to historical information, the matters discussed in Management's Discussion and Analysis
of Financial Condition and Results of Operations and elsewhere in this Form 10-Q include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ
materially from those discussed in the forward-looking statements.

As used in this report, unless otherwise
indicated, the terms “Company,” “Vuzix” “management,” “we,” “our,”
and “us” refer to Vuzix Corporation and its subsidiary.

The discussion and analysis of our financial
condition and results of operations are based on our unaudited consolidated financial statements and related notes appearing elsewhere
in this quarterly report. The preparation of these statements in conformity with generally accepted accounting principles requires
the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future
events and their impact on amounts reported in our financial statements, including the statement of operations, balance sheet,
cash flow and related notes. We continually evaluate our estimates used in the preparation of our financial statements, including
those related to revenue recognition, bad debts, inventories, warranty reserves, product warranty, carrying value of long-lived
assets, valuation of stock compensation awards, and income taxes. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about carrying values of assets and liabilities that are not apparent from other sources. Since future events and their impact
cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material
to the financial statements.

We believe that our application of accounting
policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically
reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, we have found our application
of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary
estimates.

Our accounting policies
are more fully described in the notes to our financial statements included in this prospectus. In reading our financial statements,
you should be aware of the factors and trends that our management believes are important in understanding our financial performance.
Since the sale of the TDG Assets in June 2012, we no longer sell night vision display drive electronics, the Tac-Eye line of Video
Eyewear products, and a full range engineering services to defense customers, which will materially reduce our revenue and cash
flow in the future. In accordance with ASC 205-20, the sale of the TDG Assets has been accounted for as discontinued operations
and accordingly the operating results of the TDG Assets for the three months ended March 31, 2013 and 2012 have been reclassified
as discontinued operations on our consolidated Statements of Operations. The critical accounting policies, judgments and estimates
that we believe have the most significant effect on our financial statements are:

•

valuation of inventories;

•

carrying value of long-lived assets;

•

valuation of patents and trademarks;

•

revenue recognition;

•

product warranty;

•

stock-based compensation; and

•

income taxes.

Our accounting policies are more fully described
in the notes to our consolidated financial statements included in this quarterly report and in our annual report on Form 10-K for
the year ended December 31, 2012. There have been no significant changes in our accounting policies for the three month period
ended March 31, 2013.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements
that have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues or expenses.

Business Matters

We are engaged in
the design, manufacture, marketing and sale of devices that are worn like eyeglasses and feature built-in video screens that enable
the user to view video and digital content, such as movies, computer data, the Internet or video games. Our products (known commercially
as Video Eyewear, but also commonly referred to as virtual displays, wearable displays, personal viewers, Smart Glasses, head mounted
displays (or HMDs), or near-to-eye displays (or NEDs)) are used to view high-resolution video and digital information primarily
from mobile electronic devices (such as cell phones, portable media players, gaming systems and laptop computers) and from desktop
computers. Our products provide the user a viewing experience that simulates viewing a large screen television or a desktop computer
monitor and can be viewed practically anywhere, anytime.

15

Our Video Eyewear
products feature high performance miniature display modules, low power electronics and related optical systems. We produce both
monocular and binocular Video Eyewear devices that we believe are excellent solutions for many mobile computer or video viewing
requirements. With respect to our Video Eyewear products, we focus on the consumer markets for gaming and mobile video while our
Virtual and Augmented Reality products are also sold in the consumer, industrial, commercial, academic and medical markets. As
a consequence of the sale of the TDG Assets, we no longer offer products directly to military organizations and defense
or security organizations. The consumer electronics and mobile phone accessory markets in which we compete have been subject to
rapid technological change including the rapid adoption of tablets and most recently larger screen sizes and display resolutions
along with declining prices on mobile phones, and as a result we must continue to improve our products’ performance and lower
our costs. We believe our intellectual property portfolio gives us a leadership position in microdisplay electronics, waveguides,
ergonomics, packaging, motion tracking and optical systems.

Recent Accounting Pronouncements

There are no recent
accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements.

TDG Asset Sale and Discontinued
Operations

On June 15, 2012, we entered into an Asset
Purchase Agreement with TDG Acquisition Company, LLC pursuant to which we sold the TDG Assets. The TDG Assets included equipment,
tooling, certain patents and trademarks and our proprietary Tac-Eye displays and night vision display electronics, which comprised
our tactical defense group, which engaged in the business of selling and licensing products and providing services, directly and
indirectly, to military organizations and defense and security organizations. We received a worldwide, royalty free, assignable
grant-back license to all the patents and other intellectual property sold for use in the manufacture and sale of products to the
consumer markets. We retained the right to sell goods and services to the consumer market, and to the purchaser and the purchaser
and we jointly received the right to sell goods and services into all markets other than the military, defense and security markets
and the consumer market.

The purchase price paid to us consists of
2 components: $8,500,000 less $154,207 in adjustments, or $8,345,793, which was paid at closing, and up to an additional $2.5 million,
which will be paid to us only if the purchaser achieves certain quarterly and annual revenue targets within the first 12 months
after closing the sale of the TDG Assets from sales of goods and services to military organizations and defense and security organizations.
The purchase price was determined by arm’s length negotiations between the parties.

In addition, the Asset Purchase Agreement
provides that each of the parties will be precluded from conducting business in certain markets, which, in our case, is the sale
of goods and services to military, defense and security organizations (provided, we may seek and perform contracts with certain
identified government agencies related to our waveguide optics technology) and, in the case of the purchaser, is the sale of goods
and services in the consumer markets or to end users. We and the purchaser also entered into a Vuzix Authorized Reseller Agreement,
pursuant to which the purchaser was granted authorization to be the exclusive reseller of our current and future products to military,
defense and security organizations (and was authorized to use our trademarks for such purpose), unless the purchaser elects to
have us make such sales directly. This reseller agreement will be the main avenue for the distribution of any new products we may
develop for the military and defense markets.

In connection with
the Asset Purchase Agreement, we entered into a new letter agreement with LC Capital Master Fund Ltd., the senior lender under
our convertible loan and security agreement and we executed a new note for $619,122, which represented the remaining obligation
under the original December 2010 loan. The new note carries interest at a rate of 13.5% (18.5% if in default) and repayment is
due in 12 equal payments commencing on October 15, 2012. We also agreed to use 40% of any of the earn-out received under the Asset
Purchase Agreement in reduction of this note. We are in default under the loan agreement with the senior lender for failure to
make required principal payments totaling $309,562 and interest payments totaling $23,862 as of March 31, 2013. We are currently
in negotiations with the senior lender to have the senior lender grant a waiver or enter into a forbearance agreement, under which
it would forebear from enforcing its remedies against us. There is no assurance the senior lender will agree to grant a waiver
or enter into a forbearance agreement. Our senior lender is currently able to exercise its remedies under the loan agreement, including
acceleration of the amounts due and foreclosure and sale of the collateral held by it.

In connection with
the Asset Purchase Agreement, certain of our creditors entered into loan modification and consent agreements pursuant to which
each consented to the sale of the TDG Assets, as required by the terms of existing loan agreements between us and each lender,
and released their respective security interests in the TDG Assets. We were required to repay our bank line of credit as a condition
to obtaining the required consent of the senior lender for the sale transaction, and the bank line of credit was canceled upon
such repayment. Further, pursuant to the various loan modification and consent agreements, we made certain payments totaling $200,000
in reduction of the obligations owed and each lender agreed to defer further payments on their note payables until July 15, 2013
after which the notes are to be repaid in 24 to 36 monthly installments. Additionally, we have agreed to use 15% of any of the
earn-out payments received pursuant to the Asset Purchase Agreement to reduce such notes payable.

16

In accordance with
ASC 205-20, the sale of the TDG Assets has been accounted for as a discontinued operation. Accordingly, the operating results of
the TDG Assets for the quarter ending March 31, 2013 and 2012 have been reclassified as discontinued operations on our consolidated
Statements of Operations and in the following discussion of our results of operations and financial condition.

Results of Operations

Comparison of Three Months Ended March 31, 2013 and March
31, 2012

Sales. Our sales
were $739,184 for the first quarter ending March 31, 2013 compared to $1,110,041 for the same period in 2012. This represents
a 33% decrease for the three month period ending March 31, 2013 as compared to 2012. Product sales were $608,661 or 82% of
total sales for the first quarter of 2013 as compared to $913,941 or 82% of our total sales for same period in 2012, a
decrease of $305,280 or 33%. The decrease was primarily attributable to our limited working capital, which limited our ability
to purchase components to build product to match our sales demand, particularly on new product lines. Sales from our
engineering programs for the first quarter of 2013, decreased to $130,523 or 18% of total sales compared to $196,100 or 18%
of total sales in the same quarter 2012. The major reason for the decrease was completion of programs in light of the
wind-down of our involvement in general defense engineering services as a result of the TDG Asset sale.

Cost of Sales and Gross Profit. Gross
profit increased to $401,797 for the first quarter of 2013 from $359,083 for the same period in 2012, an increase of $42,714 or
12%. As a percentage of net sales, gross profit increased to 54% for the first quarter of 2013 compared to 32% for the same period
in 2012. This increase was primarily the result of a change in our overall sales mix to higher margin
Video Eyewear models as compared to the same period in 2012.

Research and Development. Ourresearch and development expenses increased by $70,357 or 28% in the first quarter of 2013, to $317,695
compared to $247,338 in the same period of 2012. The increase in spending was a direct result of our efforts
to ready its new M100 smart glasses for release in the second half of 2013.

Selling and Marketing. Selling
and marketing expenses were $274,743 for the first quarter of 2013 compared to $354,706 for the same period in 2012, a decrease
of $79,963 or 23%. The decreases were primarily attributable to lower catalog advertising costs, lower personnel salary costs,
reduced external public relations consulting fees.

General and Administrative.
General and administrative expenses were $416,686 for the first quarter of 2013 as compared to $562,591 for the
same period in 2012, a decrease of $145,905 or 26%. The overall reduction in general and administrative costs reflected lower
salary costs, as well as reduced spending on professional fees and reduced rent.

Depreciation and Amortization. Our depreciation and amortization expense for the first quarter of 2013 was $98,348 as compared to $135,827 in the
same period in 2012, a decrease of $37,479 or 28%. The decrease was a direct result of a lower depreciable asset base after the
sale of the TDG assets in 2013 versus the year 2012 when then asset still remained in the same period of 2012.

Other (Income)
Expense. Total other expenses were $216,927 in the first quarter of 2013 compared to $99,943 in the same
period in 2012, an increase of $116,984. The increase in these expenses was primarily attributable to higher interest costs
of $84,793 incurred in the first quarter of 2013 as compared to 2012 as a result of paying the default rate under our loan
agreements and interest charges from some of our trade suppliers. Additionally we recorded a loss of $14,287 on the
derivative valuation and the amortization of the senior debt discount of $9,728 for the period ending March 31, 2013, as
compared to Nil in 2012.

Provision for Income Taxes. The
provision for income taxes for the third quarter of 2013 was $13,696 as compared to $17,002 for the same period in 2012.

Income from Discontinued Operations.
The Income from these Discontinued Operations was $223,109 for the three months ending March 31, 2012 as compared to Nil for same
current period in 2013. See Note 3 of the enclosed condensed consolidated financial statements for further information on the discontinued
operations related to sale of the TDG Assets.

Net Loss and Loss per
Share. Our net loss was $936,298 or $0.26 basic loss per share in the first quarter ending
March 31, 2013, compared to a net loss of $844,483 or $0.24 loss per share for the same period in 2012.

17

Liquidity and Capital Resources

As of March 31, 2013, we had cash and cash
equivalents of $532,426, an increase of $465,872 from $66,554 as of December 31, 2012.

At March 31, 2013 we had
current liabilities of $6,595,598 compared to current assets of $1,713,139 which resulted in a negative working capital
position of $4,882,459. As at December 31, 2012 we had a negative working capital position of $3,940,974. Our current
liabilities are comprised principally of the current portion of long term debt, accounts payable, accrued expenses, customer
deposits, notes payable, bank lines of credit and a derivative liability.

Our continuation as a going concern is dependent
upon our attaining and maintaining profitable operations and raising additional capital and/or selling certain assets. Prior to
June 15, 2012, we were in default under our loan agreements with our senior lenders under our senior term debt. The sale of the
TDG Assets allowed us to repay a significant portion of our senior term debt, which was in default at the time of sale. Most of
our other lenders entered into loan modification agreements pursuant to which they consented to the TDG Assets sale and agreed
to defer any debt payments until after July 15, 2013. Accordingly the maturity dates related to $2,538,315 in notes payable were
extended by approximately 18 months, further ongoing note payments were deferred to July 15, 2013, and the prior note defaults
were cured. We repaid our previous bank line of credit on June 15, 2012, which was cancelled on that date, and will seek to obtain
a new line of credit. There is no assurance that a replacement credit facility can be negotiated, or the amount and terms of any
future bank drawings.

We are currently in default under our loan
agreement with LC Capital Master Fund Ltd., our senior lender for failure to comply with a minimum cash covenant and failure to
make scheduled principal payments in the total amount of $309,562 and accrued interest of $26,862 as of March 31, 2013, as per
the terms of our loan agreement. We are currently negotiating with our senior lender and requesting that the senior lender grant
a waiver or enter into a forbearance agreement, under which it would agree to forbear from enforcing its remedies against us. Our
senior lender is currently able to exercise its remedies under the loan agreement, including acceleration of the amounts due and
foreclosure and sale of the collateral held by it. Even if we receive a waiver or enter into a forbearance agreement, it is uncertain
whether we will be able to meet the conditions contained in any such waiver or forbearance agreement. Accordingly the entire principal
amount of our convertible senior secured term debt has been shown as current and due within one year.

Operating Activities.
We used $259,003 of cash for operating activities for the three months ending March 31, 2013 as compared to
generating $294,219 of cash in the same period in 2012. Changes in non-cash operating assets and liabilities were $534,341
for the three months ended March 31, 2013 and $866,909 in the same period in 2012. The major non-cash operating items for the
three months ending March 31, 2013 resulted from a $304,913 increase in accounts payable and $130,016 in accrued interest.
The major non-cash operating items for the three month period ending March 31, 2012 resulted from increases in accounts
receivable and inventory of $307,491 and $686,610 respectively, and a $363,558 reduction in customer deposits.

Investing Activities. Cash
used in investing activities was $27,172 for the three months ending March 31, 2013 as compared to $45,031 in the same period in
2012. Cash used for investing activities of $9,051 in the first quarter of 2013 related primarily to the purchase of computer equipment
additions, as compared to spending of $37,036 for the same period in 2012. The costs of registering our intellectual property rights,
included in the investing activities totals described above, were $18,121 in the three month period ending March 31, 2013 and $7,995
in the same period in 2012.

Financing Activities.
Cash provided by financing activities was $752,047 for the three months ending March 31, 2013, whereas
in the same period in 2012, our net financing activities used $255,312. During the three month period ending March
31, 2013, the primary source of cash were the proceeds of $800,000 from the sale of a convertible debenture less issuance
costs of $160,439 and $250,304 from the sale of notes payable. During the three month period ending March 31, 2012, the
primary use of cash was the reduction of $230,000 in our operating line of credit.

Capital Resources. As
of March 31, 2013, we had a cash balance of $532,426. The outstanding balance under our line of credit as of March 31, 2013 was
$112,500, the same amount as of December 31, 2012. We anticipate that to meet our working capital needs, we will need
to negotiate a new operating credit facility with its bank or seek alternative sources for an operating loan.

The TDG Asset sale
and subsequent debt restructurings improved our working capital position and reduced our working capital deficit however, due
to our continued operating losses and business transition away from our prior TDG Assets business activities, we expect to see
a further rise in our working capital deficiency.

18

The following discussion and analysis
should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in our annual
report on Form 10-K for the year ended December 31, 2012. During the three months ending March 31, 2013 and the years ended
December 31, 2012 and 2011, we have been unable to generate cash flows other than our recent asset sales, sufficient to
support our operations and have been dependent on term debt financings, equity financings, revolving credit financing and
most recently asset sales. We will remain dependent on outside sources of funding until our results of operations provide
positive cash flows. There can be no assurance that we will be able to generate cash from those sources in the future.
Our independent auditors issued a going concern paragraph in their reports for the years ended December 31, 2012 and 2011.
The accompanying financial statements have been prepared assuming that we will continue as a going concern. This basis of
accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
These financial statements do not include any adjustments to the specific amounts and classifications of assets and
liabilities, which might be necessary should we be unable to continue as a going concern. As a result of our current level of
funding, ongoing losses from operations, as well as the fact we are currently in breach of certain covenants with our senior
lender and its lack of agreement to issue a waiver or enter into a forbearance agreement with us, substantial doubt exists
about our ability to continue as a going concern.

We are currently in default under
a loan agreement with a senior lender. We are currently negotiating with the lender and are seeking to have the lender
issue a waiver or enter into a forbearance agreement, under which it would agree to forbear from enforcing its remedies against
us. As such the lender is currently able to exercise its remedies under its loan agreements, including acceleration of
the amounts due and foreclosure and sale of the collateral held by it. Even if we receive a waiver or enter into a forbearance
agreement, it is uncertain whether we will be able to meet the conditions contained in any such waiver or forbearance
agreement. Accordingly the entire principal amount of convertible, senior secured term debt has been shown as current and due within
one year.

Our cash requirements depend on
numerous factors, including new product development activities, our ability to commercialize our products, their timely
market acceptance, selling prices and gross margins, and other factors. To the extent we have sufficient operating funds,
we expect to carefully devote capital resources to continue our waveguide and HD display engine development programs, hire
and train additional staff, and undertake new product marketing activities. Such expenditures, along with further future net
operating losses, product tooling expenses, and related working capital investments, will be the principal use of
our cash.

We have previously attracted funding in the
form of subordinated debt and a bank line of credit. However, there can be no assurance that we will be able to do so in the future
or that if we raise additional capital it will be sufficient to execute our business plan. To the extent that we are unable to
raise sufficient additional capital, we will be required to substantially modify our business plan and our plans for operations,
which could have a material adverse effect on us and our financial condition.

We also rely on credit lines
from key suppliers and customer deposits in managing liquidity. As a result, if our trade creditors were to impose
unfavorable terms or customers decline to make advance deposits for their orders, it would negatively impact our
ability to obtain products and services on acceptable terms, produce products and operate our business.

On March 8, 2013 we entered into and closed
a Promissory Note and Security Agreement with our senior lender pursuant to which it made a $100,000 secured loan to us. The loan
was repaid on March 27, 2013 with the proceeds received from the sale of the debenture made on that date (discussed below).

On March 21, 2013 we entered into a
Securities Purchase Agreement with Hillair Capital Management L.P. (Hillair), pursuant to which, on March 27, 2013, we issued
to Hillair a $800,000 16% senior secured convertible debenture due on March 21, 2018. The debenture bears interest at
a rate of 16% per year, payable quarterly in cash or shares of common stock at our option. Commencing on February 1, 2014,
we will be required to redeem a certain amount under the debenture on a periodic basis in an amount equal to $200,000 on
each of February 1, 2014, May 1, 2014 and August 1, 2014 and $50,000 on each of August 1, 2015, August 1, 2016, August 1,
2017 and March 21, 2018, until the debenture’s maturity date of March 21, 2018, which we may make in cash or common
stock at our option subject to certain conditions. The debenture is convertible into shares of our common stock at a
conversion price of $4.29 per share. In connection with the debenture issuance, we also issued to Hillair five-year warrants
to purchase 186,480 shares of our common stock at an exercise price of $4.72 per share. Upon closing of this transaction,
we retained Gentry Capital Advisors LLC (Gentry) as a financial advisor and agreed to pay Gentry a fee of $50,000 over a
period of 4 months commencing upon the closing. We also issued to Gentry five-year warrants to purchase 20,000 shares of
our common stock at an exercise price of $4.72 per share.

We intend to use the proceeds from the
sale of the debenture for general working capital purposes and to accelerate the tooling and development work on our Smart Glasses
products.

We intend to take actions necessary for
us to continue as a going concern, as discussed herein, and accordingly our consolidated financial statements have been prepared
assuming that we will continue as a going concern. Management’s plans concerning these matters are discussed below and in
Note 2 to the unaudited consolidated financial statements. The unaudited consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Additionally we plan to manage our liquidity under an operational plan
that contemplates, among other things:

•

managing our working capital through better optimization of inventory levels;

reducing and deferring some research and development and delaying some planned product and new technology introductions;

•

exploring our options with respect to new equity financings or debt borrowings; and

•

exploring the licensing of our IP

Based on our current operating plan, our
existing working capital may not be sufficient to fund our planned operating expenses, capital expenditures, and working capital
requirements through December 31, 2013 without additional sources of cash and/or the deferral, reduction or elimination of significant
planned expenditures on new products, tooling, R&D, and marketing. A shortfall from projected sales levels could have a material
adverse effect on our ability to continue operations at current levels. If this were to occur, we would be forced to liquidate
certain assets where possible, and/or to suspend or curtail certain of our operations. Any of these actions could harm our business,
results of operations and future prospects. To guard against this risk, we will actively seek additional debt or equity-based financing.
We can give no assurance that we will be able to obtain additional financing on favorable terms or at all. If we raise additional
funds by selling additional shares of our capital stock, or securities convertible into shares of our capital stock, the ownership
interest of our existing shareholders may be diluted. The amount of dilution could be increased by the issuance of warrants or
securities with other dilutive characteristics, such as anti-dilution clauses or price resets. If we need additional funding for
operations and we are unable to raise it, we may be forced to liquidate assets on a distress basis and/or curtail or cease operations
or to obtain funds through entering into additional collaborative agreements or other arrangements that may be on unfavorable terms

We have engaged an investment banking
firm to assist us with respect to a planned public stock offering of up to $15,000,000. There is no assurance we will be
successful in raising such funds. Based on our current operating plan, our existing working capital may not be sufficient to
fund our planned operating expenses, capital expenditures, and working capital requirements through 2013 without additional
sources of cash, such as the planned public offering mentioned above, and/or the deferral, reduction or elimination of
significant planned, but not as of yet committed, expenditures on new products, tooling, research and development
and marketing. A shortfall from projected sales levels could have a material adverse effect on our ability to continue
operations at current levels. If this were to occur, we would be forced to liquidate certain assets where possible, and/or to
suspend or curtail certain of our operations. Any of these actions could harm our business, results of operations and
future prospects.

We anticipate that the successful completion
of our planned $15,000,000 public stock offering, if it occurs, together with the conversion of the majority of our outstanding
promissory notes to common stock which certain lenders have agreed to subject to and in connection therewith, will provide us sufficient
capital to implement our current operating plan and planned new product development activities. We also anticipate that the net
proceeds from the successful completion of our planned public stock offering, if it occurs, will provide us sufficient unallocated
working capital to eliminate the doubt about our ability to continue as a going concern for at least 18 months. We can give no
assurance that we will be able to obtain additional financing on favorable terms or at all. If we raise additional funds by selling
additional shares of our capital stock, or securities convertible into shares of our capital stock, the ownership interest of our
existing shareholders may be diluted. The amount of dilution could be increased by the issuance of warrants or securities with
other dilutive characteristics, such as anti-dilution clauses or price resets. The proposed public offering mentioned above, does
not contemplate any potentially dilutive adjustments. If we need additional funding for operations and we are unable to raise it,
we may be forced to liquidate assets on a distress basis and/or curtail or cease operations or to obtain funds through entering
into additional collaborative agreements or other arrangements that may be on unfavorable terms.

We cannot make assurances as to whether
any of these actions can be effected on a timely basis, on satisfactory terms or maintained once initiated, and even if successful,
whether our liquidity plan will limit certain of our operational and strategic initiatives designed to grow our business over the
long term or whether such initiatives will be limited by the availability of capital. We cannot make assurances that we will be
able to generate sufficient cash flow from operations to service our indebtedness or otherwise fund our operations. These factors
raise substantial doubt about our ability to continue as a going concern.

20

Forward Looking Statements

This quarterly report includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides
a “safe harbor” for forward-looking statements. Certain written and oral statements made by management of Vuzix Corporation
include forward-looking statements intended to qualify for the safe harbor from liability established by the Reform Act. These
statements are based on our management’s beliefs and assumptions and on information currently available to our management.
Forward-looking statements include statements concerning:

·

Our cash needs and financing plans;

·

Our possible or assumed future results of operations;

·

Our business strategies;

·

Our ability to attract and retain customers;

·

Our ability to sell additional products and services
to customers;

·

Our competitive position;

·

Our industry environment;

·

Our potential growth opportunities;

·

Expected technological advances by us or by third
parties and our ability to leverage them;

·

The effects of future regulation; and

·

The effects of competition.

All statements in this quarterly report that
are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “will,” “would”
or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking statements.

The outcome of the events described in these
forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performances or achievements expressed or implied
by the forward-looking statements. These important factors include our financial performance and the other important factors set
forth in our annual report on Form 10-K for the year ended December 31, 2012 and in other filings with the Securities and Exchange
Commission.

All such forward-looking statements are
subject to certain risks and uncertainties and should be evaluated in light of important risk factors. These risk factors
include, but are not limited to, those that are described in “Risk Factors” under Item 1A and elsewhere in our
2012 annual report on Form 10-K and the following: business and economic conditions, rapid technological changes accompanied
by frequent new product introductions, competitive pressures, dependence on key customers, inability to gauge order flows
from customers, fluctuations in quarterly and annual results, the reliance on a limited number of third party suppliers,
limitations of our manufacturing capacity and arrangements, the protection of our proprietary technology, the
effects of pending or threatened litigation, the dependence on key personnel, changes in critical accounting estimates,
potential impairments related to investments, foreign regulations, liquidity issues, our material working capital deficiency,
and potential material weaknesses in internal control over financial reporting. Further, during weak or uncertain economic
periods, customers’ may delay the placement of their orders. These factors often result in a substantial portion of our
revenue being derived from orders placed within a quarter and shipped in the final month of the same quarter. In addition,
the recent sale of our TDG Assets has resulted in a change in focus for us because, since inception a substantial portion
of our sales have been derived from the sale of night vision display drive electronics, sales of our Tac-Eye monocular video
eyewear and engineering services primarily to the U.S. government and its suppliers. As a result of our sale of the TDG
Assets, we no longer sell night vision display drive electronics, sell our former Tac-Eye products or perform general
engineering services to defense customers and this has materially reduced our revenue and cash flow and could materially
adversely affect our ability to achieve or maintain profitability in the future. Any future defense related sales will be
limited to engineering services regarding our waveguide optics and, eventually, the sale of products based on
that technology and defense-related sales made through TDG. Our ability to fully replace the revenues from the
sold TDG Asserts and product lines is unknown.

Any of these factors could cause our actual
results to differ materially from our anticipated results. For a more detailed discussion of these factors, see the "Risk
Factors" discussion in Item 1A in our 2012 annual report. We caution readers to carefully consider such factors.
Many of these factors are beyond our control. In addition, any forward-looking statements represent our
estimates only as of the date they are made, and should not be relied upon as representing our estimates as of
any subsequent date. While we may elect to update forward-looking statements at some point in the future, except as may
be required under applicable securities laws, we specifically disclaims any obligation to do so, even if its estimates
change.

21

Item 3.

Quantitative and
Qualitative Disclosures about Market Risk

Not applicable

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We maintain a system of disclosure controls
and procedures designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s (SEC) rules and forms. Disclosure controls
are also designed to reasonably assure that such information is accumulated and communicated to management, including the Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions
regarding required disclosure. Disclosure controls include components of internal control over financial reporting, which consists
of control processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements in accordance with GAAP.

As reported in our 2012 Annual Report on
Form 10-K (the "2012 Form 10-K"), as of December 31, 2012, our management identified material weaknesses in our internal
control over financial reporting that have a direct impact on our financial reporting. Due to these material weaknesses in internal
control over financial reporting, our management concluded in our 2012 Form 10-K that our disclosure controls and procedures were
ineffective as of December 31, 2012.

Our management, with the
participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2013. As part of its evaluation, our management has evaluated
whether the control deficiencies related to the reported material weakness in internal control over financial reporting continue
to exist. As of March 31, 2013, we have not completed the development, assessment, implementation and testing of the changes in
controls and procedures that we believe are necessary to conclude that the material weakness has been remediated and, therefore,
our management has concluded that we cannot assert that the control deficiencies relating to the reported material weakness have
been effectively remediated. As a result, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective
as of March 31, 2013.

In light of the foregoing conclusion, we
undertook additional procedures in order that management could conclude that reasonable assurance exists regarding the reliability
of financial reporting and the preparation of the consolidated financial statements contained in this filing. Accordingly, management
believes that our consolidated financial statements included in this Quarterly Report on Form 10-Q for the period ended March
31, 2013 fairly present, in all material respects, our financial position, results of operations and cash flows for the
periods presented.

A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim condensed consolidated financial statements will not be prevented or detected on a
timely basis. In its assessment of the effectiveness of internal control over financial reports as of December 31, 2012, we
determined that there were control deficiencies that constituted the following material weaknesses that continue to exist as of
March 31, 2013:

Deficiencies in Financial Reporting and Close Process

Our current financial close process does
not ensure accurate financial reporting on a timely basis. We also did not maintain effective controls over the period-end financial
close and reporting processes in relation to the consolidation of our subsidiary’s financial information. The specific deficiencies
contributing to this material weakness related (a) to inadequate policies and procedures, (b) ineffective procedures and controls
over journal entries, accruals and reserves, (c) inadequate controls and procedures related to the timely preparation and review
of account reconciliations, (d) inadequate segregation of duties, (e) inadequate controls over cut-off procedures, (f) deficiencies
in end-user computing controls of critical spreadsheets, and (g) an insufficient complement of personnel with appropriate levels
of knowledge and experience. Due to the actual and potential errors on financial statement balances and disclosures, management
has concluded that these deficiencies in internal controls over the period-end financial close and reporting processes constituted
a material weakness in internal control over financial reporting. We intend to establish and document financial close processes
and procedures including responsibilities and due dates. We also intend to commence utilizing a closing checklist to ensure all
procedures are performed and appropriate reviews are completed on a timely basis for each quarter and year-end period. Additionally,
we intend to implement controls over critical spreadsheets, including change control, input control, access and data security and
appropriate review procedures. Further, we intend to seek additional resources with strong accounting and reporting experience
when financial resources are available. We cannot give any assurance as to whether or when we will be able to implement those changes.

22

Deficiencies in Segregation of Duties

There is limited segregation of duties which
could result in a material misstatement in our financial statements. Given our staff levels, certain duties within the accounting
and finance department cannot be properly segregated. However, we believe that none of these segregation of duty deficiencies resulted
in material misstatement in the financial statements as we rely on certain compensating controls, including periodic substantive
review of the financial statements by the Chief Executive Officer and Chief Financial Officer.

Deficiencies in Monitoring of Subsidiaries

We have not designed adequate monitoring
controls related to our European subsidiary or Japanese branch sales office, such that we can be assured that a material misstatement
of financial results would be prevented or detected on a timely basis.

Weaknesses in Inventory Controls

We have identified weaknesses in our inventory
controls as follows:

·

Documented processes and controls are insufficient
and are not working effectively for several key inventory processes including inventory adjustments and reserves for excess, defective
and obsolete inventory.

·

Inventory valuation processes and controls are not
sufficiently documented and are not working effectively including costs to be expensed versus inventoried and maintenance of adequate
supporting documentation for current unit costs and bill of materials.

Deficiencies in Internal Controls Procedures and Risk Assessment
Program

We have concluded that formal written internal
control policies and procedures do not currently exist for all areas within our operations. A well-established and documented internal
control structure is pertinent to our ability to maintain accurate books and records, prevent and detect fraud, maintain segregation
of duties, report timely financial results and to properly comply with management’s requirements to report on the effectiveness
of internal controls over financial reporting pursuant to the Sarbanes-Oxley Act. In determining key controls and appropriate internal
controls for us management needs to further develop its risk assessment process, including a fraud risk assessment and monitoring
program, that is appropriate for our size and complexity, to assess the risks of material misstatement in the significant accounts
and disclosures and related assertions and to ensure implementation of controls to prevent or detect errors or fraud that could
result in material misstatements.

Changes in internal control over financial reporting

During the three months ended March 31,
2013, there were no changes in our internal controls that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings

On October 23, 2012, Abarta, LLC (or Abarta)
filed a complaint against us in the United States District Court for the Eastern District of Texas alleging the infringement of
one or more claims of the patent entitled “Virtual Reality System”, of which Abarta is the exclusive licensee. We settled this complaint and entered into a license agreement for our current and future products with Abarta in April 2013.
The terms of the settlement are confidential.

On January 25, 2013, TDG
Acquisition LLC, or TDG filed a complaint against us in the United States District for Western District of the New York
alleging breach of the Asset Purchase Agreement between it and us. The complaint was dismissed on May 7, 2013. TDG may
pursue these claims in the future under the arbitration provisions of the Asset Purchase Agreement.

We are not currently involved in any other
pending legal proceeding or litigation and we are not aware of any such proceedings contemplated by or against us or our property.
To our knowledge, there are no material legal proceedings to which any our directors, officers or affiliates, or any beneficial
owner of more than five percent of our common stock, or any associate of any of the foregoing, is a party adverse to us or any
of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

23

Item 1A.

Risk Factors

In addition to the other information set
forth in this report and the risk factor set forth below, you should carefully consider the factors discussed in Part I, Item 1A.
“Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2012. The risks discussed in our 2012
annual report could materially affect our business, financial condition and future results. The risks described in our 2012 annual
report are not the only risks facing us. The recent sale of our TDG Assets and the loss of revenues from those products will materially
affect our business unless new products and engineering service programs are developed to replace the previous business. Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely
affect our business, financial condition or operating results. There are no material changes to the Risk Factors described in Item
1A in our 2012 annual report other than the impact of the recent sale of our TDG Assets as mentioned above.

Item 2.

Unregistered Sales
of Equity Securities and Use of Proceeds

Sale of Unregistered Securities - none

Purchase of Equity Securities - none

Item 3.

Defaults Upon Senior
Securities

We have determined that we are
in default under our senior loan agreement. On June 15, 2012, we entered into a Convertible, Senior Secured Term loan in the
principal amount of $619,122 (the "Senior Loan") with LC Capital Master Fund Ltd. Under this agreement, the
lender has a security interest on all our assets. A copy of the loan agreement was filed as an Exhibit to a Report on Form
8-K filed by Company on July 3, 2012.

The senior loan agreement contains
certain covenants, including a covenant requiring us to maintain minimum cash levels and make the required principal and
interest payments. As of March 31, 2013 the outstanding loan balance of $619,122 plus accrued interest was $23,862. We were
not in compliance with these covenants as of March 31, 2013 and have not made the required
monthly principal or interest payments which as of March 31, 2013 total $309,562 and $23,862, respectively. The total amount
in default as of the filing date of this Form 10-Q is $456,018. If the lender does not grant a waiver with respect to this
covenant default and the missed payments of principal and interest or forbear its right to foreclose upon its collateral, the
lender may accelerate payment of all amounts due it and enforce its remedies to sell its collateral.

Item 4.

Mine Safety Disclosures

Not Applicable

Item 5.

Other Information

None

Item 6.

Exhibits

Exhibit No.

Description

31.1

Certification of the Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Link base Document

101.LAB

XBRL Taxonomy Extension Label Link base Document

101.PRE

XBRL Taxonomy Extension Presentation Link base Document

24

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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